The 2025 proxy season brought a sharp increase in no-action requests under Rule 14a-8, with Securities and Exchange Commission (SEC) staff granting relief in nearly 70% of cases. Some of this shift reflects Staff Legal Bulletin (SLB) 14M, which rolled back prior guidance and recentered the analysis on company-specific facts and circumstances. As a result, environmental and social proposals framed too broadly or disconnected from a company’s core business faced steeper challenges, and arguments grounded in “ordinary business” or “micromanagement” proved more successful. The staff also showed a greater willingness to exclude entire proposals where supporting statements contained factual inaccuracies or overly prescriptive mandates.
Looking ahead to 2026, companies should begin sharpening their nexus arguments to ensure that any links between policy issues and their business are clearly drawn and well supported. Early engagement with investors and potential proponents will be critical to avoiding overly prescriptive proposals that risk exclusion, while careful vetting of supporting statements for accuracy will help mitigate challenges. Together, these steps can position companies to navigate the new no-action environment effectively.
For a fuller breakdown of what the no-action landscape in 2025 teaches us and what public companies should be doing now to position themselves for a constructive 2026 proxy season, read the full client alert.
Brad Goldberg, Beth Sasfai, Reid Hooper, Michael Mencher, Justin Kisner, Stephanie Gambino
